$CDOC..complete DD..a compelling story.. The re

$CDOC..complete DD..a compelling story..

The results of the information below..

Recent Developments: This is the story of the restructure of CDOC..

Sales of $5,503,359 Vrs. $3,192,248 for 3 Mo's ended 04/30/2012..
Sales of $9,625,426 Vrs. $6,780,806 for 9 Mo's ended 04/30/2012..

Earnings/EPS 3 Mo's $944,000/$0.01 Vrs. $5,609/$0.00
Earnings/EPS 6 Mo's $1,380,723/$0.02 Vrs. ($463,062)/($0.01)

Our Group has been the subject of restructuring since October 2009. Since the Group became a public company trading on the Pink Sheet in 2004 and moved its headquarters to New York in 2005, it had reported continuing and significant losses.

A new senior management and board were put in place in September 2009 to address the losses, other historical problems of the Group and to ensure its continuity as a going concern.

Since September 2009, the focus and strategy of the new management has been to restructure the Group by:

(i) negotiating the removal of certain barriers to new investments that were contained in a series of securities purchase agreements;

(ii) reducing the Group’s cost base significantly;

(iii) simplifying the Group structure;

(iv) restructuring some of the Group’s debts;

(v) taking the business to sustainable growth and
profitability.

In respect of its cost reduction strategy, the new management focused initially on stripping out the costs associated with having an extended New York administrative center (including the rent and salaries of the then senior management that was based in New York).

Closing the New York administrative center resulted in approximately $1,200,000 per annum savings in salaries associated with our headquarters operations. We have drastically reduced the number of headquarters employees and consultants and have now co-located our headquarters with our US marine technology operational arm, Coda Octopus Products, Inc. in Lakeland, Florida.

The Selling, General and Administrative (“SG&A”) expenses of the Group have been gradually brought down to a level which positions the Group’s operations to be viable and profitable. As we cautiously increase sales and marketing staff and launch new products based on our patented technology, we envisage SG&A of the Group will continue to be under $6,000,000 compared to:

Initially the new management was faced with a Group which, besides SG&A approximating closely to revenues, had (as at October 2009) Accumulated Payables and Accrued Expenses and Other Current Liabilities of $7,016,203. This was made up of $4,626,164 of accrued expenses and other current liabilities, which included provision for settlement of a number of disputes and other matters, and $2,390,039 of payables.

This figure was a threat to the Group’s continued existence and required us, over the restructuring period to, amongst other things, consensually reschedule some of the Group’s liabilities with its creditors, particularly in Coda Octopus Martech Limited and to use most of the income generated in the course of business to satisfy these.

[color=blue As of April 30, 2012 we have managed to reduce the $4,626,164 of Accrued Expenses and Other Current Liabilities to $986,974, a reduction of 79%,[/color] whilst the Payables are at $2,369,643. This includes approximately $350k of large purchases associated with product deliveries and is at a level now in line with the increased sales. As of April 30, 2012 the remaining items within our Accrued Expenses and Other Current Liabilities comprise ordinary and current items such as employee accruals and provision for taxes and other matters accrued during the ordinary course of our business.

A key achievement of our restructuring has been to reschedule in October 2010 certain liabilities of our wholly owned subsidiary Coda Octopus Martech Limited (“Martech”). Under this arrangement $945,000 was consensually rescheduled over a four year period. As of April 30, 2012, Martech has paid approximately $405,000, thus reducing the balance outstanding under this arrangement to
approximately $540,000. Martech pays approximately $200,000 per year. As of the date of this report, Martech is current under this arrangement, and will need to keep current to avoid adverse
consequences.

Since February 21, 2008 our Balance Sheet also includes a $12 million convertible secured debt (“Debt”) in favor of Greenhouse Investments Limited (now assigned to Solidor Investments Limited). Under the terms of the Secured Loan Agreement relating to the Debt, the Company has an obligation to pay coupon of 8.5%, payable bi-annually. A primary focus of our restructuring has been to rehabilitate our income statement in such a way as to reach a level where the annual coupon obligations associated with
this Debt are serviceable. Current revenues and costs levels of the Group are in keeping with the obligations of servicing this Debt. As of April 30, 2012, the principal Debt amount plus accrued and
unpaid interest amounted to $15,363,643. With this level of debt, the failure to maintain our SG&A costs at around $6 million per annum and achieve revenues in excess of $16m per annum would threaten our ability to sustain our profitability going forward.

http://www.otcmarkets.com/financialReportView...p;id=84155
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05/29/12 -- Coda Octopus Group, Inc. and their agent in the Netherlands, Nautikaris BV, have recently been involved in a project for Deep BV - Hydrography and Geophysics, providing positioning and survey services for the installation of a power cable from the Thornton Bank Wind Farm off the Belgian coast.

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04/30/12 -- Coda Octopus Group, Inc. was recently awarded and completed a contract for circa $3m for the supply of six (6) of its Underwater Inspection Systems (UIS™) to the Lower Mississippi River Port-Wide Strategic Security Council. These systems will be used by a number of ports in that region.

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04/17/12 -- Coda Octopus Group, Inc. announced that the world-renowned survey department of Rijkswaterstaat in the Netherlands has just taken delivery of their first integrated Underwater Inspection System (UIS™) from Coda Octopus Products.

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03/14/12 -- During Oceanology International, Coda Octopus Products and the world's largest marine electronic equipment rental company, Seatronics, have signed an agreement with an initial investment worth over $1.5m to increase the number of Echoscope® systems available for rental worldwide through a joint Technology Access Program, ("TAP™"). TAP™ now means clients can contact any Coda Octopus or Seatronics base office directly to hire the real-time 3D sonar technology, the Echoscope®, which is transforming applications from marine construction through to port security, dredging and decommissioning.

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03/09/12 ...For the year ending October 31st, 2011, the Group achieved revenues of $15.7m, up from $11.5m for the previous year, and Net Income of $1.1m versus a loss of $1.8m in the previous year.

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Coda Octopus Group Inc.: Echoscope(R) Assists Deep BV in Cable Laying and Pull-In Operation in the North Sea

05/29/12 -- Coda Octopus Group, Inc. and their agent in the Netherlands, Nautikaris BV, have recently been involved in a project for Deep BV - Hydrography and Geophysics, providing positioning and survey services for the installation of a power cable from the Thornton Bank Wind Farm off the Belgian coast.
This is a significant development for the Echoscope® as this is the first time that the Echoscope® has been used to monitor the touchdown of the cable into a trench on the seabed. Using Echoscope® the operator was able to visualize in real time the cable's catenary and touchdown point in three dimensions as it was being laid. This proves the valuable application of the Echoscope® in deep sea cable laying. The Echoscope® was also used to visualize and monitor the pull-in of cables into the J-tube, giving the operator a 3D view of the scene during the operation and resulting in confident decision making.

Furthermore, using Coda Octopus' proprietary software (Survey Explorer) with its "augmented reality" capabilities it was possible to overlay a computer generated image of the planned siting of the cable onto the sonar view to confirm the cable was being laid on target. Work is ongoing but early results indicate that this approach led to a major increase in productivity.

Jurgen Beerens, Commercial Manager at Deep BV, said, "This project has proven to us that using Echoscope® can bring significant productivity gains. By ensuring the correct siting of the cable and make any necessary adjustments as it is being laid, we are able to work continuously without having to stop to check its position, and we avoid having to go back and take remedial action."

Blair Cunningham, our President of Technology, said, "We are delighted with the results of this project. The Echoscope® real time 3D sonar is the technology of the future in these types of operations. The last twelve months have seen a further expansion in the range of applications where the Echoscope® has been successfully deployed. Businesses involved in these complex and difficult operations are beginning to understand the advantages of the real time capabilities of the Echoscope® over the conventional sonars or multibeam equipment, and are attesting to the productivity gains realized through deploying the Echoscope®. This represents one of our first forays into this significant market. There are hundreds of international power and telecommunications cables globally, and this number is set to increase significantly. Even laying a short cable of a couple of hundred miles or so can cost about $1Bn, and we are delighted that we have a proven application in this market which is good for our customers and for Coda Octopus."

Alongside providing custom engineering and development for defense applications, and oil and gas, companies, one of the Group's key products is the Coda Echoscope® - the first real time 3D sub-sea sonar. The Echoscope® is also at the heart of the Underwater Inspection System™ which is being adopted for homeland security, and other applications in ports around the world.

With this patented revolutionizing sub-sea visualization capability, and the existing systems integration skills within Colmek Systems Engineering, Inc. and Martech Systems Engineering Ltd., the Coda Octopus Group believes they can become a world leading integrated sonar technology supplier.


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Lower Mississippi River Port-Wide Strategic Security Council Acquires Six UIS(TM) Systems

04/30/12 -- Coda Octopus Group, Inc. was recently awarded and completed a contract for circa $3m for the supply of six (6) of its Underwater Inspection Systems (UIS™) to the Lower Mississippi River Port-Wide Strategic Security Council. These systems will be used by a number of ports in that region.

The Lower Mississippi River is reported to be the largest and one of the busiest port systems in the world. It is also fast moving and has almost zero visibility water, making it amongst the most difficult port environments to maintain. Each of these UIS™ systems which include Echoscope® real-time 3D sonar technology will be used, amongst other things, for essential safety duties, such as ensuring that the shipping channels are kept clear of dangerous debris.

Blair Cunningham, our Chief Technology Officer, said, "We are very pleased to welcome this very influential group of Louisiana ports to the fast growing community of UIS™ users. The Coda Octopus UIS™ is proving itself invaluable to operators. By using its real-time 3D capabilities it is providing cost and time savings by enabling operators to see in real time underwater objects in zero visibility conditions and thereby reducing significantly the complexity of tasks and operations. We now have over 25 UIS™ in operation in the US ports community, doing essential port and harbor security work every day of the year. This is a testament to the incontrovertible benefits of deploying this real time tool." About Coda Octopus Group, Inc.
Originally founded in 1994 as Coda Technologies, the Coda Octopus Group is now headquartered in Lakeland, Florida. The Group consists of a Marine Products business in Florida and Edinburgh, Scotland, and engineering businesses in Utah and Weymouth, England. Each of the Group companies are technology innovators with a particularly high level of sonar expertise. The Group has facilities in Florida, Utah, the UK and Norway.

Alongside providing custom engineering and development for defense applications, and oil and gas, companies, one of the Group's key products is the Coda Echoscope® -- the first real time 3D sub-sea sonar. The Echoscope® is also at the heart of the Underwater Inspection System™ which is being adopted for homeland security, and other applications in ports around the world.

With this patented revolutionizing sub-sea visualization capability, and the existing systems integration skills within Colmek Systems Engineering, Inc. and Martech Systems Engineering Ltd., the Coda Octopus Group believes they can become a world leading integrated sonar technology supplier.

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Dutch Ministry of Infrastructure Agency (Rijkswaterstaat) Takes Delivery of Coda Octopus Underwater Inspection System (UIS(TM))

04/17/12 -- Coda Octopus Group, Inc. announced that the world-renowned survey department of Rijkswaterstaat in the Netherlands has just taken delivery of their first integrated Underwater Inspection System (UIS™) from Coda Octopus Products.
Rijkswaterstaat's survey department, whose remit covers mainly inshore rivers and canals, plans to put their new UIS™ to a diverse range of applications including lock and dam inspections, canal floor debris evaluation work and also minimum clearance investigations above shipwrecks sited in and around shipping channels.

The improved and more accurate imaging delivered by the Echoscope® hits every target with 20 or 30 more pings than any other multibeam sonar, and gives thousands of returns at hundreds of different bearing angles. This step change in subsea imaging has already enabled Rijkswaterstaat to find dangerous underwater obstacles that have previously been missed by conventional multibeam sonars.

Stephen Auld, Managing Director of Coda Octopus Products Limited, commented, "We are delighted to be working with Rijkswaterstaat with our UIS™ and Echoscope® products and hope that this is the first of many instances over the next years where our equipment and services will prove useful to them in undertaking their very crucial role in maintaining the safety of the waterways of the Netherlands."

With this patented revolutionizing sub-sea visualization capability, and the existing systems integration skills within Colmek Systems Engineering, Inc and Martech Systems Engineering Ltd, the Coda Octopus Group believes they can become a world leading integrated sonar technology supplier.

For further information, please visit www.codaoctopusgroup.com or contact Coda Octopus at info@codaoctopusgroup.com.

About Rijkswaterstaat.
Rijkswaterstaat is the executive arm of the Dutch Ministry of Infrastructure and the Environment. On behalf of the Minister and State Secretary, Rijkswaterstaat is responsible for the design, construction, management and maintenance of the main infrastructure facilities in the Netherlands.

Carrying out these tasks effectively and efficiently requires a national organization that is close to those who actually use the infrastructure. Ten regional departments (including 19 road districts and 16 water districts) and one project organization (Room for the River) put Rijkswaterstaat at the heart of Dutch society. Rijkswaterstaat also has five centers of excellence on which it has concentrated its specialized knowledge.


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Coda Octopus Products and Seatronics Sign Echoscope TAP(TM) Agreement ...
Marketwire - Mar 14 09:00 EDT

03/14/12 -- During Oceanology International, Coda Octopus Products (PINKSHEETS: CDOC) and the world's largest marine electronic equipment rental company, Seatronics, have signed an agreement with an initial investment worth over $1.5m to increase the number of Echoscope® systems available for rental worldwide through a joint Technology Access Program, ("TAP™"). TAP™ now means clients can contact any Coda Octopus or Seatronics base office directly to hire the real-time 3D sonar technology, the Echoscope®, which is transforming applications from marine construction through to port security, dredging and decommissioning. Over and above access to revolutionary sonar technology, TAP™ also makes available a pool of trained operators who can deliver a host of service provisions to suit every client's requirements.

Whether you are a large marine operator working on a major offshore installation requiring both equipment and personnel, or a smaller scale company needing short period equipment hire with a few days of operator training, TAP™ is the affordable answer.

Stephen Auld, Coda Octopus Products Limited, Managing Director, said, "This is a fantastic move forward for Coda Octopus. It makes our Echoscope® systems available on short or longer term rental. This will facilitate the use of Echoscope® for project-based work where the Echoscope may only be required for a short period or at short notice. We hope this will bring far more Echoscopes® into use in the market, and make them more familiar to potential customers. In addition, of course, it moves Coda Octopus Products into more service based offerings rather than remaining a pure product sales operation."
For further information, please visit http://www.codaoctopusgroup.com or contact Coda Octopus at info@codaoctopusgroup.com. Our Annual Report is filed at www.otcmarkets.com and our symbol is CDOC.

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Coda Octopus Group, Inc. Results Following Restructuring

LAKELAND, FL -- (MARKET WIRE) -- 03/09/12 -- Coda Octopus Group, Inc. (PINKSHEETS: CDOC) announced today its full year unaudited financial results following comprehensive restructuring of the Group over the previous two years.

For the year ending October 31st, 2011, the Group achieved revenues of $15.7m, up from $11.5m for the previous year, and Net Income of $1.1m versus a loss of $1.8m in the previous year. This is the first time since its formation in 2004 that the Group has achieved a profit. The full financial results and our Annual Report, is available at www.otcmarkets.com (symbol - CDOC). These results benefit from an upturn in demand for the Company's patented real-time 3D sonar, the Echoscope®, which the Company believes is revolutionizing the conventional sonar market. The Echoscope® (which is used by construction crews, law enforcement officers, as well as in our traditional oil and gas market) is becoming the easy to use tool of choice for many complex and hazardous projects. Taking advantage of the real time capabilities along with the superb images generated by the Echoscope®, many of our customers are reporting significant health and safety benefits, time savings and hence cost savings by using our sonar.

These results mark the turning point for the Group. The management still has a great deal to do to sustain these results and grow, but the first requirement of a business is to turn a profit, and for the first time, this is what the team at Coda Octopus has done.

About Coda Octopus Group, Inc.

Originally founded in 1994 as Coda Technologies, the Coda Octopus Group is now headquartered in Lakeland, Florida. The Group consists of a Marine Products business in Florida and Edinburgh, Scotland, and engineering businesses in Utah and Weymouth, England. Each of the Group companies are technology innovators with a particularly high level of sonar expertise. The Group has facilities in Florida, Utah, the UK and Norway.

Alongside providing custom engineering and development for defense applications, and oil and gas, companies, one of the Group's key products is the Coda Echoscope® -- the first real time 3D sub sea sonar. The Echoscope® is also at the heart of the Underwater Inspection System™ which is being adopted for homeland security, and other applications in ports around the world.

With this patented revolutionizing sub-sea visualization capability, and the existing systems integration skills within Colmek Systems Engineering, Inc and Martech Systems Engineering Ltd, the Coda Octopus Group believes they can become a world leading integrated sonar technology supplier.

For further information, please visit http://www.codaoctopusgroup.com or contact Coda Octopus at info@codaoctopusgroup.com. Our Annual Report is filed at www.otcmarkets.com and our symbol is CDOC

Company Contact:
Geoff Turner
Director and Group Officer
info@codaoctopusgroup